Sales Rep Agreement
Sales Rep Agreement
This Agreement ("Agreement") is made and effective on by and between
____________________________________________________________ ("Rep") and
In consideration of the mutual promises contained herein, the parties agree as follows:
As used herein, the following terms shall have the meanings set forth below:
A. "Products" shall mean the following of Company's products to be sold by Rep:
B. "Territory" shall mean the following described geographic area and/or specific accounts:
Company hereby appoints Rep as its sales rep for the Products in the Territory, and Rep hereby
accepts such appointment. Rep's sole authority shall be to solicit orders for the Products in the
Territory in accordance with the terms of this Agreement. Rep shall not have the authority to
make any commitments whatsoever on behalf of Company, and be fully responsible for keeping
his or her customers duly informed of this limit on Rep’s authority to make agreements on behalf
of the Company with the customer.
3. General Duties.
Rep shall use its best efforts to promote the Products and maximize the sale of the Products in
the Territory. Rep shall also provide reasonable assistance to Company in promotional
activities in the Territory such as trade shows, product presentations, sales calls and other
activities of Company with respect to the Products. Rep shall also provide reasonable "after
sale" support to Product purchasers and generally perform such sales related activities as are
reasonable to promote the Products and the goodwill of Company in the Territory, in the line of
business Company is in. Rep shall report weekly to Company concerning sales of the
Products and competitive promotional ad pricing activities. Rep will devote adequate time and
effort to perform its obligations. Rep shall neither advertise the Products outside the Territory
nor solicit sales from purchasers located outside the Territory without the prior written consent of
4. Reserved Rights.
Company reserves the right to solicit orders directly from and sell directly to any end users or
other retail buyers within the Territory. Rep's task is to solicit orders from all potential
wholesale customers in the Territory including original equipment manufacturers, distributors,
resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains,
unless agreed otherwise else in this agreement.
5. Conflict of Interest.
Rep warrants to Company that it does not currently represent or promote any lines or products
that compete with the Products. During the term of this Agreement, Rep shall not represent,
promote or otherwise try to sell within the Territory any lines or products that, in Company's
judgment, compete with the Products covered by this Agreement. Rep shall provide Company
with a list of the companies and products that it currently represents and shall notify Company in
writing of any new companies and products at such time as its promotion of those new
companies and products commence.
6. Independent Contractor.
Rep is an independent contractor, and nothing contained in this Agreement shall be construed
to (i) give either party the power to direct and control the day-to-day activities of the other, (ii)
constitute the parties as partners, joint venturers, co-owners or otherwise, or (iii) allow Rep to
create or assume any obligation on behalf of Company for any purpose whatsoever. Rep is not
an employee of Company and is not entitled to any employee benefits. Rep shall be
responsible for paying all income taxes and other taxes charged to Rep on amounts earned
hereunder. All financial and other obligations associated with Rep's business are the sole
responsibility of Rep.
7. Indemnification by Rep.
Rep shall indemnify and hold Company free and harmless from any and all claims, damages or
lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of
Rep, its employees or its agents.
8. Indemnification by Company.
Company shall indemnify and hold Rep free and harmless from any and all claims, damages or
lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by
Company or failure of Company to provide any products to a customer that has properly
ordered through Rep.
Sole Compensation. Rep's sole compensation under the terms of this Agreement shall
be a commission computed as follows: ____________________________ (suggestion:
a percentage of actual payments received by Company; this eliminates lots of extra
language; is very clear; can be audited simply).
Basis of Commission. The Commission shall apply to all orders solicited by Rep from the
Territory that have been accepted by Company and for which shipment has occurred. No
commissions shall be paid on (i) orders from outside the Territory (even if Rep receives the
initial inquiry from outside the Territory) unless otherwise agreed in writing by Company.
Commissions shall be computed on the net amount paid by customer.
Time of Payment. The commission on a given order shall be due and payable when paid by
the customer and be due within 5 days after such payment is received.
Commission Charge-Back. Company shall have the absolute right to set forth cash discounts,
to make such allowances and adjustments to accept such returns from its customers, and to
write off as bad debts such overdue customer accounts as it deems advisable. In each such
case Company shall charge back to Rep's account any amounts previously paid or credited to it
with respect to such cash discounts, allowances, adjustments, return or bad debts. However,
Company agrees that the amount of any cash discount provided to a customer and charged
back to Rep shall not exceed of the sales price. Payment to Rep upon receipt of customer
payments and for the percentage agreed upon eliminates most of these areas for dispute, which
the parties acknowledge herein.
Annual Inspection of Records. Rep shall have the right, at its own expense and not more than
once per year, to inspect at reasonable times Company's relevant accounting records to verify
the accuracy of commissions paid by Company under the terms of this Agreement. If the audit
correctly reveals that Company has underpaid Rep by ten percent (IO%) or more, then
Company shall reimburse Rep for the cost of the audit, in addition to the amount of
underpayment. Unless otherwise stipulated, this date shall be January 31 of each year. In no
event shall an audit be permitted for more than the past 12 months. Therefore, any amounts
possibly due prior to this year and one day, are not subject to review for any reason including
fraudulent misrepresentation or any other such claim Rep might make.
10. Sale of the Products.
Prices and Terms of Sale. Company shall provide Rep with copies of its current price lists,
delivery schedules, and standard terms and conditions of sale, as established from time to time.
Rep shall quote to customers only those authorized prices, delivery schedules, and terms and
conditions, and modify, add to or discontinue Products following written notice to Rep. Each
order shall be controlled by the prices, delivery schedules, and terms and conditions in effect at
the time the order is accepted, and all quotations by Reps shall contain a statement to that
Quotations. Reps shall promptly furnish to Company copies of all quotations submitted to
customers. Each quotation shall accurately reflect the terms of this Agreement.
Orders. All orders for the Products shall b